SOLITARIO RESOURCES CORP. 10-Q

Item 1. Financial Statements SOLITARIO RESOURCES CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (in thousands, except share amounts) March 31, December 31, 2024 2023 Assets Current assets: Cash and cash equivalents $ 141 $ 200 Short-term investments 7,518 8,436 Investments in marketable equity securities, at fair value 1,040 1,032 Prepaid expenses and other 205 273 Total current assets 8,904 9,941 Mineral properties 16,646 16,646 Other assets 155 170 Total assets $ 25,705 $ 26,757 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 207 $ 593 Operating lease liability 40 39 Total current liabilities 247 632 Long-term liabilities: Operating lease liability – Long-term 40 50 Asset retirement obligation – Lik 125 125 Total long-term liabilities 165 175 Commitments and contingencies (Note 8) Equity: Shareholders’ equity: Preferred stock, $ 0.01 par value, authorized 10,000,000 shares (none issued and outstanding at March 31, 2024 and December 31, 2023) - - Common stock, $ 0.01 par value, authorized 100,000,000 shares ( 79,636,358 and 79,586,358 shares, respectively, issued and outstanding at March 31, 2024 and December 31, 2023) 796 796 Additional paid-in capital 82,869 82,796 Accumulated deficit ( 58,372 ) ( 57,642 ) Total shareholders’ equity 25,293 25,950 Total liabilities and shareholders’ equity $ 25,705 $ 26,757 See Notes to Unaudited Condensed Consolidated Financial Statements 3 Table of Contents SOLITARIO RESOURCES CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in thousands of U.S. dollars, except per share amounts) Three months ended March 31 2024 2023 Operating expenses: Exploration expense $ 354 $ 275 Depreciation 7 6 General and administrative 472 476 Total operating expenses 833 757 Other income: Interest and dividend income 95 27 Unrealized gain on short-term investments - 21 Unrealized gain on marketable equity securities 8 329 Total other income 103 377 Net Loss $ ( 730 ) $ ( 380 ) Net Loss per common share: Basic and diluted $ ( 0.01 ) $ ( 0.01 ) Weighted average shares outstanding: Basic and diluted 79,624 64,801 See Notes to Unaudited Condensed Consolidated Financial Statements 4 Table of Contents SOLITARIO RESOURCES CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in thousands of U.S. dollars) Three months ended March 31, 2024 2023 Operating activities: Net loss $ ( 730 ) $ ( 380 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 7 6 Amortization of right of use lease asset 9 10 Unrealized gain on marketable equity securities ( 8 ) ( 329 ) Unrealized gain on short-term investments - ( 21 ) Stock-based compensation expense 59 67 Changes in operating assets and liabilities: Prepaid expenses and other 68 12 Accounts payable and other current liabilities ( 396 ) ( 50 ) Net cash used in operating activities ( 991 ) ( 685 ) Investing activities: Sale of short-term investments, net 918 809 Net cash provided by investing activities 918 809 Financing activities: Issuance of common stock upon exercise of stock options 14 - Net cash provided by financing activities 14 - Net (decrease) increase in cash and cash equivalents ( 59 ) 124 Cash and cash equivalents, beginning of period 200 316 Cash and cash equivalents, end of period $ 141 $ 440 See Notes to Unaudited Condensed Consolidated Financial Statements 5 Table of Contents SOLITARIO RESOURCES CORP. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Business and Significant Accounting Policies Business and company formation Solitario Resources Corp. (“Solitario,” or the “Company”) is an exploration stage company as defined by rules issued by the United States Securities and Exchange Commission (“SEC”). Solitario was incorporated in the state of Colorado on November 15, 1984 as a wholly-owned subsidiary of Crown Resources Corporation. In July 1994, Solitario became a publicly traded company on the Toronto Stock Exchange through its initial public offering. Solitario has been actively involved in mineral exploration since 1993. Solitario’s primary business is to acquire exploration mineral properties or royalties and/or discover economic deposits on its mineral properties and advance these deposits, either on its own or through joint ventures, up to the development stage. At or prior to development, Solitario would likely attempt to sell its mineral properties, pursue their development either independently or through a joint venture with a partner that has expertise in mining operations, or create a royalty with a third party that would continue to advance the property. Solitario has never developed a property. Solitario is primarily focused on the acquisition and exploration of precious metal, zinc and other base metal exploration mineral properties. In addition to focusing on its mineral exploration properties and the evaluation of mineral properties for acquisition, Solitario from time-to-time also evaluates potential strategic transactions for the acquisition of new precious and base metal properties and assets with exploration potential or business combinations that Solitario determines to be favorable to Solitario. Solitario has recorded revenue in the past from the sale of mineral properties, including the sale of certain mineral royalties. Revenues and / or proceeds from the sale or joint venture of properties or assets, although potentially significant when they occur, have not been a consistent annual source of cash and would only occur in the future, if at all, on an infrequent basis. Solitario currently considers its carried interest in the Florida Canyon zinc project in Peru (the “Florida Canyon Project”), its interest in the Lik zinc project in Alaska (the “Lik Project”), and its Golden Crest project in South Dakota (the “Golden Crest Project”) to be its core mineral property assets. Nexa Resources, Ltd. (“Nexa”), Solitario’s joint venture partner, is continuing the exploration and furtherance of the Florida Canyon Project and Solitario is monitoring progress at Florida Canyon. Solitario is working with its 50% joint venture partner in the Lik Project, Teck American Incorporated, a wholly-owned subsidiary of Teck Resources Limited (both companies are referred to as “Teck”), to further the exploration and evaluate potential development plans for the Lik Project. Solitario is conducting mineral exploration on its Golden Crest Project on its own. Solitario anticipates using its cash and short-term investments, in part, to fund costs and activities to further the exploration of the Florida Canyon, Lik and Golden Crest Projects, and to potentially acquire additional mineral property assets. The fluctuations in precious metal and other commodity prices contribute to a challenging environment for mineral exploration and development, which has created opportunities as well as challenges for the potential acquisition of early-stage and advanced mineral exploration projects or other related assets at potentially attractive terms. The accompanying interim condensed consolidated financial statements of Solitario for the three months ended March 31, 2024 are unaudited and are prepared in accordance with accounting principles generally accepted in the United States of America (“generally accepted accounting principles”). They do not include all disclosures required by generally accepted accounting principles for annual financial statements, but in the opinion of management, include all adjustments necessary for a fair presentation. Interim results are not necessarily indicative of results which may be achieved in the future or for the full year ending December 31, 2024. These consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto which are included in Solitario’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 22, 2024 (the “2023 Annual Report”). The accounting policies set forth in those annual financial statements are the same as the accounting policies utilized in the preparation of these condensed consolidated financial statements, except as modified for appropriate interim financial statement presentation. 6 Table of Contents Recent accounting pronouncements In August 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the business combination accounting for joint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The amendments also seek to clarify the initial measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all entities involved in the formation of a joint venture. The amendments are effective for all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the amendments are permitted. Solitario does not anticipate early adoption. Solitario is evaluating the new guidance and has not determined the impact of ASU 2023-05 on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for public business entities for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. Solitario does not anticipate early adoption. Solitario does not expect the adoption of ASU No. 2023-09 to have a material impact on its consolidated financial position or results of operations. Risks and Uncertainties Solitario is subject to various risks and uncertainties that are specific to the nature of its business and the exploration of its mineral properties. Solitario also faces various macro-economic risks and uncertainties, such as risks related to health epidemics, pandemics, and other outbreaks or resurgences of communicable diseases, the occurrence of natural disasters, rising geopolitical tension and instability, acts of war or terrorism, global economic uncertainty, inflationary pressures, increased interest rates, and volatility and disruption in national and international financial markets. These risks and uncertainties could significantly disrupt Solitario’s operations and may materially and adversely affect its business and financial condition. Certain of these risks and uncertainties are discussed under the heading “Risk Factors” in Item 1A of our 2023 Annual Report and under the heading “Forward-Looking Statements” in Item 2(l) of Part I of this report. Financial reporting The condensed consolidated financial statements include the accounts of Solitario and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles and are expressed in US dollars. Cash equivalents Cash equivalents include investments in highly liquid money-market securities with original maturities of three months or less when purchased. As of March 31, 2024, $ 81,000 of Solitario’s cash is held in brokerage accounts and foreign banks, which are not covered under the Federal Deposit Insurance Corporation (“FDIC”) rules for the United States. Money Market Funds Solitario invests in money market funds that seek to maintain a stable net asset value. These funds invest in high-quality, short-term, diversified money market instruments, short-term treasury bills, federal agency securities, certificates of deposits, and commercial paper. Solitario includes its money market funds in short-term investments. Solitario believes the redemption value of these funds is likely to be the fair value, which is represented by the net asset value. Redemption is permitted daily without written notice. At March 31, 2024 Solitario’s money market funds of $ 7,518,000 are included in short-term investments. 7 Table of Contents Earnings per share The calculation of basic and diluted earnings (loss) per share is based on the weighted average number of shares of common stock outstanding during the three months ended March 31, 2024 and 2023. Potentially dilutive shares related to outstanding common stock options of 3,778,500 and 5,390,000 , respectively, for the three months ended March 31, 2024 and 2023 were excluded from the calculation of diluted loss per share because the effects were anti-dilutive. 2. Mineral Properties The following table details Solitario’s capitalized mineral properties: (in thousands) March 31, December 31, 2024 2023 Exploration Lik Project (Alaska – US) $ 15,611 $ 15,611 Golden Crest Project (South Dakota – US) 1,035 1,035 Total exploration mineral properties $ 16,646 $ 16,646 Solitario's mineral properties at March 31, 2024 and December 31, 2023 consist of use rights related to its exploration properties. The amounts capitalized as mineral properties include initial concession and lease or option acquisition costs. None of Solitario’s exploration properties have production (are operating) or have established proven or probable reserves. Solitario's mineral properties represent interests in properties that Solitario believes have exploration and development potential. Exploration expense The following items comprised exploration expense: (in thousands) Three months ended March 31, 2024 2023 Geologic and field expenses $ 257 $ 232 Administrative 97 43 Total exploration costs $ 354 $ 275 Asset Retirement Obligation In connection with the acquisition of its interest in the Lik Project in 2017, Solitario recorded an asset retirement obligation of $ 125,000 for Solitario’s estimated reclamation cost of the existing disturbance at the Lik Project. This disturbance consists of an exploration camp, including certain drill sites and access roads at the camp. The estimate was based upon estimated cash costs for reclamation as determined by the permitting bond required by the State of Alaska for which Solitario has purchased a reclamation bond insurance policy in the event Solitario or its 50% joint venture partner, Teck, do not complete required reclamation. Solitario has not applied a discount rate to the recorded asset retirement obligation as the estimated time frame for reclamation is not currently known, as reclamation is not expected to occur until the end of the Lik Project life, which would follow future development and operations, the start of which cannot be estimated or assured at this time. Additionally, no depreciation will be recorded on the related asset for the asset retirement obligation until the Lik Project goes into operation, which cannot be assured. 3. Marketable Equity Securities Solitario's investments in marketable equity securities are carried at fair value, which is based upon quoted prices of the securities owned. The cost of marketable equity securities sold is determined by the specific identification method. Changes in fair value are recorded in the condensed consolidated statement of operations. 8 Table of Contents At March 31, 2024 and December 31, 2023, Solitario owns the following marketable equity securities: March 31, 2024 December 31, 2023 shares Fair value (000’s) shares Fair value (000’s) Kinross Gold Corp. 100,000 $ 613 100,000 $ 605 Vendetta Mining Corp. 7,750,000 115 7,750,000 118 Vox Royalty Corp. 134,055 280 134,055 276 Highlander Silver Corp. 200,000 32 200,000 33 Total $ 1,040 $ 1,032 The following tables summarize Solitario’s marketable equity securities and adjustments to fair value: (in thousands) March 31, 2024 December 31, 2023 Marketable equity securities at cost $ 1,440 $ 1,440 Cumulative unrealized loss on marketable equity securities ( 400 ) ( 408 ) Marketable equity securities at fair value $ 1,040 $ 1,032 During the three months ended March 31, 2024 and 2023, Solitario did not sell any marketable equity securities, and the increase in the fair value in its marketable equity securities of $ 8,000 and $ 329,000 , respectively during the three months ended March 31, 2024 and 2023 was related to unrealized gain on marketable equity securities. 4. Leases Solitario leases one facility, its Wheat Ridge, Colorado office, that has a term of more than one year. The WR Lease is classified as an operating lease and has a term of 23 months at March 31, 2024, with no renewal option. At March 31, 2024 and December 31, 2023, the right-of-use office lease asset for the WR Lease is classified as other long-term assets and the related liability as current and long-term operating lease liabilities in the condensed consolidated balance sheet. The amortization of right-of-use lease asset expense is recognized over the lease term, with variable lease payments recognized in the period those payments are incurred. During the three months ended March 31, 2024 and 2023, cash lease payments of $ 11,000 and $ 11,000 , respectively, were made on the WR Lease. During the three months ended March 31, 2024 and 2023, respectively, Solitario recognized $ 9,000 and $ 10,000 , respectively, of non-cash amortization of right-of-use lease asset expense for the WR Lease included in general and administrative expense. These cash payments, less imputed interest for each period, reduced the related liability on the WR Lease. The discount rate within the WR Lease is not determinable and Solitario has applied a discount rate of 7 % based upon Solitario’s estimate of its cost of capital to determine the asset and liability upon the extension of the WR lease during 2023. The maturities of Solitario’s lease liability for its WR Lease are as follows at March 31, 2024: Future lease payments (in thousands) Remaining payments 2024 $ 33 2025 45 2026 7 Total lease payments 85 Less amount of payments representing interest ( 5 ) Present value of lease payments $ 80 9 Table of Contents 5 Other Assets Other assets consisted of the following items: (in thousands) March 31, December 31, 2024 2023 Furniture and fixtures, net of accumulated depreciation $ 76 $ 83 Right of use office lease asset 75 83 Exploration bonds and other assets 4 4 Total other $ 155 $ 170 6. Fair Value of Financial Instruments During the three months ended March 31, 2024 and 2023, there were no reclassifications in financial assets or liabilities between Level 1, 2 or 3 categories. The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of March 31, 2024: (in thousands) Level 1 Level 2 Level 3 Total Assets Short-term investments $ 7,518 $ - $ - $ 7,518 Marketable equity securities $ 1,040 $ - $ - $ 1,040 The following is a listing of Solitario’s financial assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy as of December 31, 2023: (in thousands) Level 1 Level 2 Level 3 Total Assets Short-term investments $ 8,436 $ - $ - $ 8,436 Marketable equity securities $ 1,032 $ - $ - $ 1,032 7. Income Taxes Solitario accounts for income taxes in accordance with ASC 740 Income Taxes . Under ASC 740, income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consist of taxes currently due plus deferred taxes related to certain income and expenses recognized in different periods for financial and income tax reporting purposes. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses and tax credits that are available to offset future taxable income and income taxes, respectively. A valuation allowance is provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized. At both March 31, 2024 and December 31, 2023, a valuation allowance has been recorded, which fully offsets Solitario’s net deferred tax assets, because it is more likely than not that the Company will not realize some portion or all of its deferred tax assets. The Company continually assesses both positive and negative evidence to determine whether it is more likely than not that the deferred tax assets can be realized prior to their expiration. During the three months ended March 31, 2024 and 2023, Solitario recorded no deferred tax expense. 8. Commitments and contingencies Solitario has recorded an asset retirement obligation of $ 125,000 related to its Lik Project in Alaska. See Note 2, “Mineral Properties,” above. Solitario leases office space under a non-cancelable operating lease for the Wheat Ridge, Colorado office which provides for future total minimum rent payments as of March 31, 2024 of $ 85,000 through February 2026. 10 Table of Contents 9. Employee Stock Compensation Plans During the three months ended March 31, 2024 and 2023, Solitario recorded stock-based compensation expense of $ 59,000 and $ 67,000 , respectively included in general and administrative expense. At March 31, 2024, the total unrecognized stock option compensation cost related to non-vested options is $ 327,000 and is expected to be recognized over a weighted average period of 17 months. 2013 Plan: On June 18, 2013, Solitario’s shareholders approved the 2013 Solitario Exploration & Royalty Corp. Omnibus Stock and Incentive Plan, as amended (the “2013 Plan”), which expired in April 2023. Under the terms of the 2013 Plan, a total of 5,750,000 shares of Solitario common stock were reserved for awards to directors, officers, employees and consultants. The 2013 Plan permitted the Board of Directors of the Company (the “Board of Directors”) or a committee appointed by the Board of Directors to grant awards in the form of stock options, stock appreciation rights, restricted stock, and restricted stock units. As of March 31, 2024, the 2013 Plan has expired and no additional awards may be granted under the 2013 Plan, although awards made prior to the 2013 Plan’s expiration will remain outstanding in accordance with their terms. As of March 31, 2024 and December 31, 2023, there were 3,728,500 and 3,778,500 options outstanding under the 2013 Plan. Of these, as of March 31, 2024 and December 31, 2023, there were options that are vested and exercisable to acquire 2,513,500 and 2,563,500 , respectively, shares of Solitario common stock, with exercise prices between $ 0.20 and $ 0.60 per share. As of March 31, 2024, the outstanding stock options under the 2013 Plan have an intrinsic value of $ 491,000 and a weighted average life of 2.59 years. During the three months ended March 31, 2024, options granted under the 2023 Plan for 50,000 shares were exercised for proceeds of $ 14,000 . No options were exercised from the 2013 Plan during the three months ended March 31, 2023. 2023 Plan: On June 20, 2023, Solitario’s shareholders approved the 2023 Solitario Stock and Incentive Plan (the “2023 Plan”). Under the terms of the 2023 Plan, a total of 5,000,000 shares of Solitario common stock are reserved for awards to directors, officers, employees and consultants. Awards may take the form of stock options, stock appreciation rights, restricted stock and restricted stock units. The terms and conditions of the awards are pursuant to the 2023 Plan and are granted by the Board of Directors or a committee appointed by the Board of Directors. The 2023 Plan has a term of 10 years. No awards were granted under the 2023 Plan during the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, there were 50,000 options outstanding under the 2023 Plan of which there are options that are vested and exercisable to acquire 12,500 , shares of Solitario common stock, with an exercise price of $ 0.51 per share. As of March 31, 2024, the outstanding stock options under the 2023 Plan have an intrinsic value of $ 4,500 and a weighted average life of 4.9 years. During the three months ended March 31, 2024, Solitario did not grant any options under the 2023 Plan and no options were exercised under the 2023 Plan. 11 Table of Contents 10. Shareholders’ Equity Shareholders’ Equity for the three months ended March 31, 2024: (in thousands, except Share amounts) Common Common Additional Total Stock Stock Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Equity Balance at December 31, 2023 79,586,358 $ 796 $ 82,796 $ ( 57,642 ) $ 25,950 Stock-based compensation expense - - 59 - 59 Issuance of shares- option exercises 50,000 - 14 - 14 Net loss - - - ( 730 ) ( 730 ) Balance at March 31, 2024 79,636,358 $ 796 $ 82,869 $ ( 58,372 ) $ 25,293 Shareholders’ Equity for the three months ended March 31, 2023: (in thousands, except Share amounts) Common Common Additional Total Stock Stock Paid-in Accumulated Shareholders’ Shares Amount Capital Deficit Equity Balance at December 31, 2022 64,801,373 $ 648 $ 74,886 $ ( 53,888 ) $ 21,646 Stock-based compensation expense - - 67 - 67 Net loss - - - ( 380 ) ( 380 ) Balance at March 31, 2023 64,801,373 $ 648 $ 74,953 $ ( 54,268 ) $ 21,333 At the Market Offering Agreement On December 19, 2023, Solitario entered into an amendment to its at-the-market offering agreement that was originally entered into in 2021 (the “ATM Agreement”) with H. C. Wainwright & Co., LLC (“Wainwright”), under which Solitario may, from time to time, issue and sell shares of Solitario’s common stock through Wainwright as sales manager in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $ 10.0 million (the “ATM Program”). The common stock is distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary as between purchasers and during the period of distribution. The ATM Agreement provides that Wainwright is entitled to compensation for its services at a commission rate of 3.0 % of the gross sales price per share of common stock sold. Solitario did not sell any shares under the ATM program during the three months ended March 31, 2024 and 2023. 11. Subsequent Events During April 2024, Solitario sold 1,651,309 shares of common stock under the ATM Agreement at a price of $ 0.68 per share for net proceeds of $ 1,085,000 after commissions and other expenses. 12 Table of Contents